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Summit Industrial Income REIT announces proposed C$5.9 billion acquisition by JV between Dream Industrial REIT and GIC

Date Announced

November 07, 2022

Lead Office

Toronto

Value

5.90 Billion CAD

On November 7, 2022, Summit Industrial Income REIT ("Summit") announced the proposed C$5.9 billion all-cash acquisition by a joint venture between GIC and Dream Industrial REIT, together (the "Canadian Industrial JV"). The Canadian Industrial JV will be 10% owned by Dream Industrial REIT ("DIR") and 90% owned by GIC. Summit is a TSX-listed real estate investment trust focused on growing and managing a portfolio of light industrial properties across Canada, Dream Industrial REIT is a TSX-listed real estate investment trust that operates industrial real estate in Canada, Europe and the U.S and GIC is a leading global investment firm in Singapore that manage Singapore’s foreign reserves. 

The purchase price represents a premium of 31.1% to the closing price of Summit’s units on the last trading day prior to the public announcement of the deal, a 33.4% premium to the prior 20-day volume weighted average price of Summit’s units through the last trading day prior to the announcement of the transaction, and a 19.5% premium to Summit’s equity research consensus net asset value estimate of $19.66 per unit. 

The transaction is structured as a plan of arrangement, pursuant to which Canadian Industrial JV has agreed to acquire all of the assets and assume all of the liabilities of Summit and subsequently to have Summit pay a special distribution to its unitholder and redeem all of the issued and outstanding units, subject to the satisfaction or waiver of customary conditions, including the receipt of applicable unitholder approval and approvals under the Competition Act and Investment Canada Act. On completion of the arrangement, Summit’s existing debentures will remain outstanding and become debentures of Canadian Industrial JV in accordance with the terms of the trust indenture and supplemental indentures, which govern such debentures. 

McCarthy Tétrault is advising Summit, with a team led by Heidi Gordon, Jeremy Pleasant and Andrew Parker, and that includes Haiya Peng, Hailey Schenker, David Woollcombe and Suzie Cusson (M&A/Securities), Patrick McCay, Stefanie Morand, Kabir Jamal and Dean Xiao (Tax), Ted Cox and Yasin Celik (Real Property), Debbie Salzberger and Alykhan Rahim (Competition and Investment Canada), Gordon Baird, William Lee and Sarah Ferguson (Financial Services), Shane D'Souza and Alexa Jarvis (Litigation), Kate McNeill-Keller, Patrick Pengelly and Nicole Naglie (Labour and Employment), Kelleher Lynch and Julia Miller (Pensions), Joanna Rosengarten (Environmental), Randy Schwartz and Simon Douville (Sales Tax), Martha Harrison and Gajan Sathananthan (Trade) and Vincent Yip (Intellectual Property).

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